<PAGE>
SUBLEASE AND CONSENT TO SUBLEASE
THIS AGREEMENT made as of the 1st day of June, 2000.
BETWEEN:
MGI INTERNATIONAL MARINE SAFETY SOLUTIONS INC.
Unit 115 Carrie Cates Court
North Vancouver, B.C.
(herein called the "Tenant")
AND:
TECHWEST MANAGEMENT INC.
102 - 930 West 1st Street
North Vancouver, B.C.
V7P 3N4
(herein called "Subtenant")
AND:
HOOP REALTY INC.
C/o Tonko Development (B.C.) Ltd.
800 - 688 West Hastings Street
Vancouver, B.C.
V6B 1P1
(herein called the "Landlord")
WHEREAS:
A. By a lease commencing the 1st day of February, 1997 (the "Lease")
between the Landlord and the Tenant, the Landlord did demise unto the
Tenant the premises known as Unit 113 A & B, 980 West 1st Street, North
Vancouver, B.C. (the "Leased Premises") as outlined in black on the
attached Schedule "A", to hold from February 1, 1997 to January 31, 2002
(the "Term") subject to the Tenant's Covenants therein contained.
B. The Tenant wishes to sublease the entire Leased Premises to the
Subtenant from June 1, 2000 to January 30, 2002.
C. The Landlord is prepared to consent to the sublease on the terms herein
set out.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the sum of $1.00 and other valuable consideration now paid by the Subtenant to
the Tenant (the receipt whereof is hereby acknowledged), the Tenant hereby
subleases to the Subtenant all of the Tenant's interest in the Leased Premises
from June 1, 2000 to January 30, 2002. During this period, the Tenant shall
continue to pay rent for the Leased Premises to the Landlord as it falls due.
The Tenant covenants with the Subtenant that notwithstanding any act of the
Tenant, the Lease is a good, valid and subsisting Lease, and that the rents (and
additional rent as determined in the Lease) hereby reserved have been and will
be duly paid up until the commencement of the Sublease and that the Tenant now
has good right to sublet the Leased Premises in the manner aforesaid.
Subject to the payment to the Tenant of rent and the performance by the
Subtenant of the Tenant's Covenants in the Lease, the Tenant covenants with the
Subtenant that the Subtenant may peaceably and quietly hold, occupy and enjoy
the Leased Premises hereby sublet until the expiration of the Sublease without
any interruption by the Tenant or any person claiming under it.
The Subtenant covenants with the Tenant and the Subtenant will observe and
perform the Tenant's Covenants and conditions in the Lease, reserved and
contained, and indemnify and save harmless the Tenant from all losses and
expenses in respect of the non-observance or non-performance of the said
covenants and conditions or any of them.
Notwithstanding any other remedies that are available to the Landlord under the
Lease, as amended from time to time, or hereunder, the Tenant assigns to the
Landlord, as security for its obligations under the Lease, the rents and all
benefits and advantages to be derived from the sublease provided that until a
default occurs under the Lease the Tenant may collect the rents and all benefits
and advantages to be derived from the sublease as the same fall due and payable
and, except for the last month's rent, not in advance. In the case of default
under the Lease the Landlord may give notice to the Subtenant requiring it to
make payments directly to the Landlord and the Landlord shall apply all monies
received to the obligations of the Tenant under the Lease.
THIS AGREEMENT FURTHER WITNESSES that the Landlord consents to the within
sublease to the Subtenant pursuant to the terms of the Lease.
This Consent shall in no manner release the Tenant from any covenant under the
Lease to be observed or performed by the Tenant, AND FURTHER PROVIDED THAT the
Landlord reserves its right to consent to further assignments, subletting or
licenses granted in respect of the Leased Premises or the Lease.
In further consideration of the Landlord consenting to sublease, the Subtenant
covenants with the Landlord to perform and observe all covenants, agreements and
conditions in the Lease to be performed and observed by the Tenant, including
the covenant to pay rent.
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Wherever the singular or the masculine is used in this Agreement, the same shall
be deemed to include the plural or the feminine, or the body corporate, also the
respective heirs, executors, administrators, successors and assigns of the
parties hereto and each of them (where the context or the parties so require).
IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement as
of the day and year first above written.
TENANT: MGI INTERNATIONAL MARINE SAFETY SOLUTIONS INC.
By: "SIGNED"
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Print Name & Position
SUBTENANT: TECHWEST MANAGEMENT INC.
By: "SIGNED"
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Print Name & Position
LANDLORD: HOOPP REALTY INC., BY ITS DULY APPOINTED
AGENT TONKO DEVELOPMENT (B.C.) LTD.
By: "SIGNED"
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OFFER TO SUBLEASE
DATE: June 1, 2000
TO: MGI INTERNATIONAL MARINE SAFETY SOLUTIONS INC.
(hereinafter called the "Sublandlord")
WE: BRAINTECH INC. AND
TECHWEST MANAGEMENT INC.
(hereinafter called the "Subtenant")
carrying on the business of an SOFTWARE DEVELOPMENT RESEARCH, having inspected
the premises, hereby Offer to Sublease premises (hereinafter referred to as "the
Sublease Premises") being approximately 3,075 RENTABLE SQUARE FEET, more or
less, being on the Ground and Second floors of the building known as UNIT 113
A&B, 980 WEST 1ST STREET, based on the following terms and conditions:
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<S> <C> <C>
1. TERM The term of the Sublease shall be ONE (1) year and EIGHT (8) MONTHS
---- commencing JUNE 1, 2000 and expiring JANUARY 30, 2002.
2. GROSS RENT The Tenant shall pay gross rent
---------- consisting of $3,500.00 per month both Basic
Rent and Additional Rent plus GST the first
day of each month of the term.
3. DEPOSIT The Subtenant delivers upon acceptance of this Offer to Sublease, a cheque in
------- the amount of $7,490.00 payable to the Agent of the Sublandlord, WestReal
Realty Inc., in trust, to be applied as payment on the first and last months'
Basic Rent and Additional Rent including 7% Goods and Services Tax. Should
any of the enclosed Subject Provisions fail to be removed by either party, the
entire Deposit shall be returned without penalty to the Subtenant.
4. PREMISES The Subtenant agrees to lease the premises on an "AS
-------- IS" basis.
The subtenant shall be permitted changes to
the premises subject to the sublandlord's
approval, such approval not to be
unreasonable withheld.
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<S> <C> <C>
5. PARKING The Sublandlord shall grant the
------- Subtenant the exclusive use of Four (4)
parking stalls free of charge during the
term of the Sublease at the building.
6. NOTICE The provisions of the Sublease form
------ relating to the giving of notice shall apply
to this Offer to Sublease except that until
the Lease term commences, the address of the
Sublandlord and the address of the Subtenant
shall be as follows:
</TABLE>
SUBLANDLORD: MGI INTERNATIONAL
MARINE SAFETY SOLUTIONS INC.
Unit 115 Carrie Cates Court
North Vancouver, B.C.
SUBTENANT: BRAINTECH INC. AND
TECHWEST MANAGEMENT INC
102 - 930 West First St.
North Vancouver, B.C.
V7P 3N4
<TABLE>
<CAPTION>
<S> <C> <C>
7. ASSIGNMENT & The Subtenant may not assign or sublet the leased
SUBLETTING premises or any portion thereof without the
---------- Sublandlord's prior written approval, such
approval not to be unreasonably or
arbitrarily withheld.
8. BINDING This Sublease Agreement is subject and subordinate to
AGREEMENT the Head Lease. The Sublandlord shall be responsible to the Subtenant for the
--------- performance and observance of each and every covenant, term, and condition in
the Head Lease forming part of this Offer to Sublease on the part of the Head
Landlord to be performed and observed, and the Subtenant shall be responsible
to the Sublandlord for the performance and observance of each and every
covenant, term and condition in the Head Lease on the part of the Sublandlord
to be performed and observed, to the extent applicable to the Demised Premises
and not inconsistent with any of the provisions of this Sublease Agreement,
subject to the subtenant's satisfactory review of the headlease document
within 5 business days from acceptance of this Offer to Lease.
</TABLE>
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<S> <C> <C>
9. AGENCY The Sublandlord and Subtenant
------ acknowledges they have an agency
relationship with WestReal Realty Inc.
10. SUBLANDLORD'S By agreeing to this Sublease, the Sublandlord agrees
AGREEMENT with the Head Landlord that they are not releasing themselves
--------- of any responsibility or financial obligation under the terms
and conditions outlined in the Headlease Agreement.
11. SUBTENANT'S The Subtenant hereby agrees to an investigation by the
CREDIT Sublandlord of their creditworthiness. If
------ the Sublandlord is not satisfied with the
Subtenants creditworthiness within (5) five
business days after acceptance of this offer
to sublease, this offer to sublease shall be
deemed null and void.
12. SUBLANDLORD'S This Offer to Sublease is subject to the Sublandlord
SUBJECT obtaining written consent from the Headlandlord within three
------- business days from formal acceptance of this Offer to Sublease.
13. OPTION TO The Sublandlord shall assign the Sublandlord's option
RENEW to renew to the subtenant, subject to the approval of the Landlord.
-----
14. FIXTURING The Subtenant shall have the month of June 2000 free
PERIOD of Rent for fixturing period and construction of tenant
------ improvements.
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This Offer to Sublease shall be irrevocable until 5PM on the 1ST day of JUNE,
2000, after which time, if not accepted, this Offer to Sublease shall be null
and void. This Offer to Sublease may be accepted by letter or fax or by signing
and returning a duplicate copy hereof.
DATED at North Vancouver, this _____day of June, 2000.
BRAINTECH INC. (AS SUBTENANT)
"SIGNED"
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Authorized Signatory
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Print Name and Title
TECHWEST MANAGEMENT INC. (AS SUBTENANT)
"SIGNED"
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Authorized Signatory
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Print Name and Title
THIS OFFER TO SUBLEASE is hereby accepted this _______ day of June, 2000.
MGI INTERNATIONAL MARINE SAFETY SOLUTIONS INC. (AS SUBLANDLORD)
"SIGNED"
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Authorized Signatory
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Please Print Name and Title
